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1 ( DAWINE ) ABN ANNUAL REPORT 30 JUNE 2015

2 CONTENTS PAGE Page Corporate Directory 2 Directors' Report 3 Auditor's Independence Declaration 7 Consolidated Statement of Profit or Loss and Other Comprehensive Income 8 Consolidated Statement of Financial Position 9 Consolidated Statement of Changes in Equity 10 Consolidated Statement of Cash Flows 11 Notes to the Financial Statements 12 Directors' Declaration 23 Independent Auditor's Report 24 1

3 CORPORATE DIRECTORY DIRECTORS Piers Lewis Executive Chairman Normal Lip Non-Executive Director Davide Defendi Non-Executive Director Mike Edwards Non-Executive Director COMPANY SECRETARY Arron Canicais REGISTERED AND PRINCIPAL OFFICE Suite 6, 295 Rokeby Road Subiaco WA 6008 Telephone: (08) Facsimile: (08) SHARE REGISTRY Advanced Share Registry Limited 10 Stirling Highway, Nedlands, WA, 6009 Telephone: (08) Facsimile: (08) AUDITORS Bentleys Audit & Corporate (WA) Pty Ltd Level 3, 216 St Georges Terrace Perth WA 6000 Telephone: (08) SOLICITORS Steinepreis Paganin The Read Buildings Level 4, 16 Milligan Street Perth WA

4 DIRECTORS REPORT Your Directors present their report for CGWDH Pty Ltd (referred to hereafter as Dawine or the 'Company') and its controlled entities ( Consolidated Entity or Group ) for the 16-month period ended 30 June DIRECTORS The names of the Directors of the Company in office during the period and up to the date of this report are as follows: NAME ROLE APPOINTMENT RESIGNATION Piers Lewis Executive Chairman 17 March Normal Lip Non-Executive Director 17 March Mike Edwards Non-Executive Director 16 January Davide Defendi Non-Executive Director 16 January April 2016 Directors were in office from incorporation until the date of this report unless otherwise stated. 2. COMPANY SECRETARY - Piers Lewis Appointed 17 March 2014, Resigned 16 January Arron Canicais Appointed 16 January CORPORATE STRUCTURE Dawine is a limited liability company that is incorporated and domiciled in Australia. Dawine has prepared a consolidated financial report incorporating the entities that it controlled during the period as follows: CGWDH Pty Ltd - Parent Entity Dawine (HK) Limited - 100% owned controlled entity Dawine Trading (Shanghai) Limited - 100% owned controlled entity 4. REVIEW OF OPERATIONS Dawine is a private Australia wine distribution company focused on the rapidly expanding Asian wine market. Dawine expects global wine growth to be dominated by Asia, and in particular, China. Dawine has developed a platform targeting the Asian retail wine market. With ecommerce sales in both general retail and the wine industry growing rapidly, Dawine offers consumers in China the opportunity to purchase authentic wine from around the world via their personal computers, tablets and mobile phones. The platform addresses nationwide distributors having predominantly provincial capabilities. While the initial launch will offer the platform in Chinese and English, the system has been architected in a fashion that will allow Dawine to easily retool and deploy to other countries. Dawine is a specialised e-commerce wine platform focussed on providing a direct route for authentic branded wine from winery cellar door to the customer s door in China. Authentic brands are sourced directly from leading international wineries and wine regions and delivered to the consumer s door anywhere in China. Dawine has secured a business license and food circulation permit, and is in the final stages of securing a wholesale liquor licences, import license and completion of registration of a wholly foreign owned entity ( WFOE ) in China. Furthermore, Dawine has secured contracts for courier services within China, translation services and marketing and content provision with unrelated third parties. Dawine will adopt two methodologies of procuring wine from global wine regions. Supply agreements have been signed with producers to provide wine to Dawine on an ongoing basis via a consignment model. This methodology reduces the capital expenditure outlay required to purchase the wine and allows Dawine to focus on marketing the platform. When wines are supplied on consignment, a percentage of the sale is charges as a fee by Dawine. Additionally, Dawine will purchase wine from global producers at wholesale prices and sell on a traditional retail model. Consequently, the two methodologies have two revenue structures. 3

5 DIRECTORS REPORT Mr Piers Lewis confirmed, the past 3 years at Dawine has been focussed on developing a suitable Chinese platform and portal to take to the market including fully functioning logistics, warehousing and supply channels, both into and throughout China. Dawine has now established offices, warehouses and staff in Shanghai and Hong Kong. The portal is now fully functional and tested and is being uploaded with all the branded wine information in Chinese. The site is scheduled to go live in the second half of The Dawine e-commerce platform offers Chinese consumers the opportunity to purchase some of the world s leading wines and brands via a simple, on-line Chinese portal that offers a range of purchasing options. The platform provides the Chinese consumer with an enhanced level of information and education on the world of wine and its leading wine regions, winemakers and brands. Importantly Dawine guarantees all wine delivered is authentic and cannot be counterfeit as all wines are sourced direct from the winery and stored in Dawine s secured bonded warehouse in the free trade zone in Shanghai. 5. FINANCIAL POSITION & OPERATING RESULTS The financial results of the Group for the 16-month period ended 30 June 2015 are: 30-Jun-15 Cash and cash equivalents ($) 439,900 Net assets ($) 642,780 Revenue ($) 2,155 Net loss after tax ($) (128,207) 6. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS In the opinion of the directors, there were no significant changes in the state of affairs of the Consolidated Entity that occurred during the period under review not otherwise disclosed in this report or in the financial report. 7. PRINCIPAL ACTIVITIES The principal activities of the company during the period was wine distribution, focussing on the rapidly expanding Asian wine market. Dawine offers consumers in China the opportunity to purchase authentic wine from around the world via their personal computers, tablets and mobile phones. 8. EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD On 23 June 2016 Dawine and Brand New Vintage Limited ( BNV ) entered into a binding heads of agreement for BNV to acquire 100% of the issued capital in Dawine, free from all encumbrances. The material terms of the Acquisition are as follows: (a) (Conditions Precedent): The conditions precedent which must be satisfied prior to BNV completing the Acquisition are as follows: (i) completion of a capital raising by Dawine through the issue of up to 8,333,333 Dawine Shares to raise up to $1,000,000 for working capital purposes ( Dawine Capital Raising ); (ii) completion of a capital raising by BNV to raise a minimum of $2,000,000 through the issue of BNV shares at an issue price of $0.20 each ( Capital Raising ); (iii) completion of a consolidation of capital by BNV on a ratio of 20:1 ( Consolidation ); (iv) BNV entering into share sale agreements with all minority shareholders of Dawine and being unconditionally entitled to acquire 100% of the issued capital in Dawine; (v) BNV entering into service agreements with three members of the key personnel of Dawine satisfactory to BNV in its sole discretion; (vi) BNV obtaining conditional approval from ASX to be admitted to the official list of ASX on conditions satisfactory to BNV and all conditions other than those solely within the control of BNV are satisfied; (vii) BNV obtaining all necessary third party approval or consents and regulatory approvals pursuant to the ASX Listing Rules, the Corporations Act 2001 (Cth) (Act) or any other law to allow the parties to lawfully complete the matters set out in this Agreement; and (viii) BNV holding a shareholder meeting to obtain all approvals that are required to give effect to the transactions contemplated by this Agreement, including approvals for: 4

6 DIRECTORS REPORT A. the change in scale of BNV pursuant to ASX Listing Rule 11.1; B. the issue of up to 15,000,000 options to acquire shares ( Options ) to be issued to brokers pursuant to ASX Listing Rule 7.1; C. the issue of up to 10,000,000 Options to be issued to proposed directors of BNV pursuant to ASX Listing Rule 10.11; D. if required, item 7 of section 611 of the Act; and E. the change of name of BNV to Dawine Ltd (or such other name as is agreed between BNV and Dawine), and BNV subsequently receiving such approvals ( Conditions ). (b) (Consideration) The consideration payable by BNV is 29,384,667 post consolidation shares, to be issued to the shareholders of Dawine on a pro-rata basis in proportion to their respective shareholding interest in Dawine on the date of settlement of the Acquisition ( Consideration Shares ). (c) (Board Changes) BNV will appoint two representatives of Dawine as directors of BNV. Two current directors of BNV will resign on settlement of the Acquisition. As at the date of this report the Company has received $679,000 from its $1.0m capital placement. The first tranche capital raising will assist Dawine in launching on the China market in the second half of These additional funds are required for the purchase and importation of wine and an initial spend on marketing the Dawine platform to our target audience in China and general working capital. Apart from the above, no other matters or circumstances have arisen, since the end of the period, which significantly affected, or may significantly affect, the operations of the Consolidated entity, the results of those operations, or the state of affairs of the Consolidated entity in subsequent financial years. 9. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATION The Company will continue to pursue its principal activity of wine distribution as outlined under the heading Review of Operations of this Report. 10. ENVIRONMENTAL REGULATIONS There have been no recorded incidents of non-compliance with any applicable international, national or local declarations, treaties, conventions or regulations associated with environmental issues during the period. There have not been any known significant breaches of any environmental regulations during the period under review and up until the date of this report. 11. DIVIDENDS No dividends were paid during the period and no recommendation is made as to dividends. 12. OPTIONS On 20 June 2014 the company issued 1,475,000 unlisted options to consultants as share based payments at $0.04 per share, expiring 1 June No other options were issued during the 16 month period ended 30 June INDEMNIFYING OFFICERS OR AUDITOR During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows: The Company has entered into agreements to indemnify all directors and provide access to documents, against any liability arising from a claim brought by a third party against the Company. The agreement provides for the Company to pay all damages and costs which may be awarded against the directors. The Company has not paid premiums to insure each of the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the company, other than conduct involving a willful breach of duty in relation to the Company. No indemnity has been paid to auditors. 5

7 DIRECTORS REPORT 14. PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. 15. AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES A copy of the auditor s independence declaration as required under s 307C of the Corporations Act 2001 is set out on page 7. This directors report is signed in accordance with a resolution of the Board of Directors: Piers Lewis Director Perth, Western Australia Dated: 23 August

8 To The Board of Directors Auditor s Independence Declaration under Section 307C of the Corporations Act 2001 As lead audit director for the audit of the financial statements of CGWDH Pty Ltd for the period ended 30 June 2015, I declare that to the best of my knowledge and belief, there have been no contraventions of: the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. Yours faithfully BENTLEYS Chartered Accountants MARK DELAURENTIS CA Director Dated at Perth this 23 rd day of August 2016

9 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Notes 17-Mar-14 to 30-Jun-15 $ Interest revenue 855 Other income 4(a) 1,300 Expenses Administration, consulting and other expenses 4(b) (77,385) Depreciation expense 7 (299) Foreign exchange loss 182 Travel expenses (52,860) Loss before income tax expense (128,207) Income tax expense - Net loss for the period (128,207) Other comprehensive income, net of tax - Total other comprehensive loss for the period (128,207) The accompanying notes form part of these financial statements. 8

10 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015 Notes 30-Jun-15 $ ASSETS Current Assets Cash and cash equivalents 5 439,900 Trade and other receivables 6 36,648 Total Current Assets 476,548 Non-Current Assets Plant and equipment Intangible assets 8 187,009 Total Non-Current Assets 187,690 TOTAL ASSETS 664,238 LIABILITIES Current Liabilities Trade and other payables 9 21,458 Total Current Liabilities 21,458 TOTAL LIABILITIES 21,458 NET ASSETS 642,780 EQUITY Issued capital ,019 Reserves 11 19,968 Accumulated losses 12 (128,207) TOTAL EQUITY 642,780 The accompanying notes form part of these financial statements. 9

11 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Issued Accumulated Total Capital Reserves Losses Equity $ $ $ $ At 17 March 2014 (Incorporation) Comprehensive income: Loss for the period - - (128,207) (128,207) Total comprehensive loss for the period - - (128,207) (128,207) Transactions with owners in their capacity as owners: Securities issued during the period 766,019 19, ,987 Capital raising costs (15,000) - - (15,000) Total equity transactions 751,019 19, ,987 At 30 June ,019 19,968 (128,207) 642,780 The accompanying notes form part of these financial statements. 10

12 CONSOLIDATED STATEMENT OF CASH FLOWS 17-Mar-14 Notes to 30-Jun-15 $ Cash flows used in operating activities Payments to suppliers and employees (88,266) Interest received 855 Net cash flows used in operating activities 5(i) (87,411) Cash flows used in investing activities Purchase of plant and equipment (980) Purchase of intangible assets 8 (187,009) Purchase of financial assets (4,000) Proceeds from sale of financial assets 5,300 Net cash flows used in investing activities (186,689) Cash flows from financing activities Proceeds from issue of securities and securities subscriptions 714,000 Net cash flows from financing activities 714,000 Net increase in cash and cash equivalents 439,900 Cash and cash equivalents at the beginning of the period - Cash and cash equivalents at the end of the period 5 439,900 The accompanying notes form part of these financial statements. 11

13 NOTES TO THE FINANCIAL STATEMENTS 1. REPORTING ENTITY CGWDH Pty Ltd (referred to hereafter as Dawine or the 'Company') is a Company limited by shares, incorporated in Australia. The Company is a for-profit entity for the purpose of preparing the financial statements. The financial statements of the Company are for the 16 month period ended 30 June The address of the Company's registered office is Suite 6, 295 Rokeby Road Subiaco WA The consolidated financial statements of the Company as at and for the 16 month period ended 30 June 2015 comprise the Company and its subsidiaries (together referred to as the Group and individually as Group entities ). The nature of the operations and principal activities of the Group are described in the Directors Report. 2. BASIS OF PREPARATION (a) Statement of Compliance The directors have prepared the financial statements on the basis that the company is a non-reporting entity because there are no users dependent on general purpose financial statements. The financial statements are therefore special purpose financial statements that have been prepared in order to meet the requirements of the Corporations Act The company is a for-profit entity for financial reporting purposes under Australian Accounting Standards. The financial statements have been prepared in accordance with the mandatory Australian Accounting Standards applicable to entities reporting under the Corporations Act 2001 and the significant accounting policies disclosed below, which the directors have determined are appropriate to meet the needs of members. The consolidated financial statements were authorised for issue by the Board of Directors on 23 August (b) Basis of Measurement The financial statements, except for the cash flow information, have been prepared on an accruals basis and are based on historical costs unless otherwise stated in the notes. (c) Functional and Presentation Currency The financial statements are presented in Australian dollars, which is the Company's functional currency. (d) Going Concern The financial report has been prepared on the basis of accounting principles applicable to a going concern, which assumes the commercial realisation of the future potential of the Company s and Group s assets and the discharge of their liabilities in the normal course of business. As disclosed in the financial report, the Group recorded an operating loss for the 16 month period ended 30 June 2015 of $128,207 and a cash outflow from operating activities of $87,411 for the 16 month period ended 30 June 2015 and at reporting date, had a working capital surplus of $455,090. The Board considers that the Company is a going concern and recognises that additional funding is required to ensure that the Company can continue to fund the Group s operations for the 12 month period from the date of this financial report. The Directors believe it is appropriate to prepare the financial report on a going concern basis because: The Company has the ability to issue additional equity under the Corporations Act 2001 and, The Company s commitment to its website development is discretionary and expenditure requirements are minimal. This includes the assumption that BNV completes its acquisition of Dawine and all conditions precedent achieved. As part of the transaction, Dawine and BNV entered into a binding heads of agreement for BNV to acquire 100% of the issued capital in Dawine, free from all encumbrances. The material terms of the Acquisition are as follows: 12

14 NOTES TO THE FINANCIAL STATEMENTS (a) (Conditions Precedent): The conditions precedent which must be satisfied prior to BNV completing the Acquisition are as follows: (i) completion of a capital raising by Dawine through the issue of up to 8,333,333 Dawine Shares to raise up to $1,000,000 for working capital purposes ( Dawine Capital Raising ); (ii) completion of a capital raising by BNV to raise a minimum of $2,000,000 through the issue of BNV shares at an issue price of $0.20 each ( Capital Raising ); (iii) completion of a consolidation of capital by BNV on a ratio of 20:1 ( Consolidation ); (iv) BNV entering into share sale agreements with all minority shareholders of Dawine and being unconditionally entitled to acquire 100% of the issued capital in Dawine; (v) BNV entering into service agreements with three members of the key personnel of Dawine satisfactory to BNV in its sole discretion; (vi) BNV obtaining conditional approval from ASX to be admitted to the official list of ASX on conditions satisfactory to BNV and all conditions other than those solely within the control of BNV are satisfied; (vii) BNV obtaining all necessary third party approval or consents and regulatory approvals pursuant to the ASX Listing Rules, the Corporations Act 2001 (Cth) (Act) or any other law to allow the parties to lawfully complete the matters set out in this Agreement; and (viii) BNV holding a shareholder meeting to obtain all approvals that are required to give effect to the transactions contemplated by this Agreement, including approvals for: A. the change in scale of BNV pursuant to ASX Listing Rule 11.1; B. the issue of up to 15,000,000 options to acquire shares ( Options ) to be issued to brokers pursuant to ASX Listing Rule 7.1; C. the issue of up to 10,000,000 Options to be issued to proposed directors of BNV pursuant to ASX Listing Rule 10.11; D. if required, item 7 of section 611 of the Act; and E. the change of name of BNV to Dawine Ltd (or such other name as is agreed between BNV and Dawine), and BNV subsequently receiving such approvals ( Conditions ). (b) (Consideration) The consideration payable by BNV is 29,384,667 post consolidation shares, to be issued to the shareholders of Dawine on a pro-rata basis in proportion to their respective shareholding interest in Dawine on the date of settlement of the Acquisition ( Consideration Shares ). (c) (Board Changes) BNV will appoint two representatives of Dawine as directors of BNV. Two current directors of BNV will resign on settlement of the Acquisition. As at the date of this report the Company has received $679,000 from its $1.0m capital placement. The first tranche capital raising will assist Dawine in launching on the China market in the second half of These additional funds are required for the purchase and importation of wine and an initial spend on marketing the Dawine platform to our target audience in China and general working capital. Accordingly, the Directors believe that subject to prevailing equity market conditions, the Company will obtain sufficient funding to enable it and the consolidated entities to continue as going concerns and that it is appropriate to adopt that basis of accounting in the preparation of the financial report. Should the Company be unable to obtain sufficient funding as outlined above, there is significant uncertainty whether the Company and the consolidated entity will continue as going concerns and therefore whether they will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or to the amounts or classification of liabilities that might be necessary should the Company and the consolidated entity not be able to continue as going concerns. 13

15 NOTES TO THE FINANCIAL STATEMENTS 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Critical Accounting Judgments, Estimates and Assumptions The preparation of financial statements in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Share Based Payment Transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using Black- Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share based payments transactions would have no impact on the carrying amounts of assets or liabilities within the next annual reporting period but may impact profit or loss or equity. Income Tax Expenses Judgment is required in assessing whether deferred tax assets and liabilities are recognised on the statement of financial position. Deferred tax assets, including those arising from temporary differences, are recognised only when it is considered more likely than not that they will be recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised. Refer to Note 5 for further details. (b) Principles of Consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 30 June 2015 and the results of all subsidiaries for the 16 month period ended 30 June CGWDH Pty Ltd and its subsidiaries together are referred to in these financial statements as the 'Consolidated entity' or 'Group'. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit balance. Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and noncontrolling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. 14

16 NOTES TO THE FINANCIAL STATEMENTS (c) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of the Company. (d) Income Tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: - When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or - When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entity's which intend to settle simultaneously. (e) Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is current when: it is expected to be realised or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within twelve months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current. A liability is current when: it is expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within twelve months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. (f) Earnings Per Share Basic earnings per share ( EPS ) is calculated by dividing the net loss attributable to members for the reporting period, after excluding any costs of servicing equity, by the weighted average number of ordinary shares of the Company, adjusted for any bonus issue. Diluted EPS is calculated as net loss attributable to members, adjusted for, costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that would have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. 15

17 NOTES TO THE FINANCIAL STATEMENTS (g) Revenue and Other Income Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Interest revenue is recognised as the interest accrues. (h) Cash and Cash Equivalents Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant rise of change of value For the purposes of the Statement of Cash Flow, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. (i) Intangibles Assets Intangible assets with finite lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. Intangible assets are only recognised when there is technical feasibility of completing the intangible asset, where there is an intention and ability to use the asset and the intangible asset is expected to deliver future economic benefits and these benefits can be measured reliably. Intangible assets include website development and software. Costs capitalised include only those costs directly attributable to the development of website and software. The website development costs at year end is not yet available for use, hence no amortisation has been recognised. (j) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the consolidated statement of financial position are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. Cash flows are included in the consolidated statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (k) Impairment (i) Financial Assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are recognised either in the income statement or revaluation reserves in the period in which the impairment arises. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised. 16

18 NOTES TO THE FINANCIAL STATEMENTS (l) Investments All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment. After initial recognition, investments, which are classified as held for trading and available-for-sale, are measured at fair value. Gains or losses on investments held for trading are recognised in the income statement. Gains or losses on available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement. For investments that are actively traded in organised financial markets, fair value is determined by reference to Stock Exchange quoted market bid prices at the close of business on the reporting date. (m) Share-Based Payment Transactions Equity settled transactions: The Group provides benefits to executive directors, employees and consultants of the Group in the form of share-based payments, whereby those individuals render services in exchange for shares or rights over shares (equity-settled transactions). When provided, the cost of these equity-settled transactions with these individuals is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black Scholes model. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant individuals become fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. (n) Trade and Other Payables Liabilities for trade creditors and other amounts are carried at cost which is the fair value of consideration to be paid in the future for goods and services received, whether or not billed to the Group. Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis. (o) Issued Capital Ordinary shares are classified as equity. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. 17

19 NOTES TO THE FINANCIAL STATEMENTS (p) Trade and Other Receivables Trade receivables, which generally have day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for any uncollectible amounts. Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off when identified. An allowance for impairment is raised when there is objective evidence that the Group will not be able to collect the debt. (q) New, revised or amending Accounting Standards and Interpretations adopted The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. There was no significant impact on the accounting policies of the Group from the adoption of Accounting Standards and Interpretations during the period. (r) New, revised or amending Accounting Standards and Interpretations not yet adopted The AASB has issued the following new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods. The Group has decided against early adoption of these standards and, has not yet determined the potential impact on the financial statements from the adoption of these standards and interpretations. Standard/Interpretation Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending AASB 9 Financial Instruments, and the relevant amending standards 1 January June 2019 AASB 15 Revenue from Contracts with Customers 1 January June 2019 AASB 16 Leases 1 January June REVENUE AND EXPENSES 17-Mar-14 to 30-Jun-15 $ (a) Other income Profit on sale of investments 1,300 1,300 (b) Administration, consulting and other expenses Loss has been determined after the following specific expenses: Accounting and company secretary fees 7,284 Audit fees 7,000 Corporate consultings fees 31,987 Legal fees 12,078 Marketing fees 7,933 Other expenses 11,103 Total Administration, consulting and other expenses 77,385 18

20 NOTES TO THE FINANCIAL STATEMENTS 5. CASH AND CASH EQUIVALENTS 30-Jun-15 $ Cash at bank and on hand 439,900 Cash at bank earns interest at floating rates based on daily bank deposit rates. (i) Reconciliation of net loss after income tax to net cash flows used in operating activities: Net loss after income tax 17-Mar-14 to 30-Jun-15 $ (128,207) Adjustments for: Depreciation expense 299 Profit on sale of investments (1,300) Share based payments 31,987 Change in assets and liabilities: (Increase) / decrease in trade and other receivables (11,648) Increase / (decrease) in trade and other payables 21,458 Net cash flows used in operating activities (87,411) 6. TRADE AND OTHER RECEIVABLES 30-Jun-15 $ GST recoverable 1,648 Prepayments 10,000 Other recievable 25,000 36,648 Terms and conditions relating to the above financial instruments: Other receivables are non-interest bearing and generally repayable within 30 days. Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value. 7. PLANT AND EQUIPMENT COMPUTER EQUIPMENT TOTAL $ $ Period Ended 30 June 2015 Opening net book amount - - Additions Depreciation expense (299) (299) Closing net book amount At 30 June 2015 Cost Accumulated depreciation (299) (299) Net book amount

21 NOTES TO THE FINANCIAL STATEMENTS 8. INTANGIBLE ASSETS WEBSITE DEVELOPMENT TOTAL $ $ Period Ended 30 June 2015 Opening net book amount - - Additions 187, ,009 Amortisation expense - - Closing net book amount 187, ,009 At 30 June 2015 Cost 187, ,009 Accumulated amortisation - - Net book amount 187, , TRADE AND OTHER PAYABLES 30-Jun-15 $ Trade and other payables (i) 21,458 21,458 (i) Trade creditors are non-interest bearing and are normally settled on 30 day terms. Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value. 10. ISSUED CAPITAL 30-Jun-15 $ No. (a) Fully paid ordinary shares 751,019 22,870,000 (b) Movement in ordinary shares $ No. Issue price Balance at 17 March Issue of shares on incorporation 17/03/2014 4,019 10,850, Issue of shares to investors 20/06/ ,000 5,500, Issue of shares to investors 28/02/ ,000 6,520, Capital raising costs - (15,000) - - Balance at 30 June ,019 22,870,000 (c) Terms and conditions of contributed equity Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. These shares have no par value. The Company has no externally imposed capital requirements. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. 20

22 NOTES TO THE FINANCIAL STATEMENTS 11. RESERVES 30-Jun-15 $ No. Performance rights 1,295 3,500,000 Options reserve 18,673 1,475,000 19,968 4,975, Jun-15 Movement reconciliation $ Performance rights Balance at 17 March Issue of performace rights (i) 1,295 Balance at 30 June ,295 Options reserve Balance at 17 March Issue of options to consultants (ii) 18,673 Balance at 30 June ,673 (i) Issue of performance rights On 17 March 2014 the company issued 3,500,000 performance rights to key management personal which will vest upon satisfaction of the following milestones: Dawine online platform being live; and Holder of the Performance Share remaining an employee, consultant or Director of the Company for a period of 18 months from issue date. The Company valued the performance rights using the issue price of the shares issued at incorporation, being $ (ii) Issue of options to consultants On 20 June 2014 the company issued 1,475,000 unlisted options to consultants as share based payments at $0.04 per share, expiring 1 June 2018.These options have been valued using Black-Scholes option-pricing model. The table below gives the assumptions made in determining the fair value of options on grant date. Grant date 20 Jun 2014 Number of options 1,475,000 Expiry date 1 Jun 2018 Estimated volatility 108% Risk-free interest rate 2.8% Exercise price (cents) 0.04 Share price at grant date (cents) 0.02 Value per option (cents) Total Value $18, ACCUMULATED LOSSES 30-Jun-15 $ Balance at 17 March Net loss attributable to members (128,207) Balance at 30 June 2015 (128,207) 13. COMMITMENTS There are no operating lease or commitments as at 30 June

23 NOTES TO THE FINANCIAL STATEMENTS 14. CONTINGENT ASSETS AND LIABILITIES There are no contingent assets and liabilities as at 30 June DIVIDENDS There were no dividends paid or declared during the 16-month period ended 30 June COMPANY DETAILS The registered office and principal place of business address is: CGWDH Pty Ltd Suite 6, 295 Rokeby Road Subiaco, WA EVENTS SUBSEQUENT TO REPORTING DATE On 23 June 2016 Dawine and Brand New Vintage Limited ( BNV ) entered into a binding heads of agreement for BNV to acquire 100% of the issued capital in Dawine, free from all encumbrances. The material terms of the Acquisition are as follows: (a) (Conditions Precedent): The conditions precedent which must be satisfied prior to BNV completing the Acquisition are as follows: (i) completion of a capital raising by Dawine through the issue of up to 8,333,333 Dawine Shares to raise up to $1,000,000 for working capital purposes ( Dawine Capital Raising ); (ii) completion of a capital raising by BNV to raise a minimum of $2,000,000 through the issue of BNV shares at an issue price of $0.20 each ( Capital Raising ); (iii) completion of a consolidation of capital by BNV on a ratio of 20:1 ( Consolidation ); (iv) BNV entering into share sale agreements with all minority shareholders of Dawine and being unconditionally entitled to acquire 100% of the issued capital in Dawine; (v) BNV entering into service agreements with three members of the key personnel of Dawine satisfactory to BNV in its sole discretion; (vi) BNV obtaining conditional approval from ASX to be admitted to the official list of ASX on conditions satisfactory to BNV and all conditions other than those solely within the control of BNV are satisfied; (vii) BNV obtaining all necessary third party approval or consents and regulatory approvals pursuant to the ASX Listing Rules, the Corporations Act 2001 (Cth) (Act) or any other law to allow the parties to lawfully complete the matters set out in this Agreement; and (viii) BNV holding a shareholder meeting to obtain all approvals that are required to give effect to the transactions contemplated by this Agreement, including approvals for: A. the change in scale of BNV pursuant to ASX Listing Rule 11.1; B. the issue of up to 15,000,000 options to acquire shares ( Options ) to be issued to brokers pursuant to ASX Listing Rule 7.1; C. the issue of up to 10,000,000 Options to be issued to proposed directors of BNV pursuant to ASX Listing Rule 10.11; D. if required, item 7 of section 611 of the Act; and E. the change of name of BNV to Dawine Ltd (or such other name as is agreed between BNV and Dawine), F. and BNV subsequently receiving such approvals ( Conditions ). (b) (Consideration) The consideration payable by BNV is 29,384,667 post consolidation shares, to be issued to the shareholders of Dawine on a pro-rata basis in proportion to their respective shareholding interest in Dawine on the date of settlement of the Acquisition ( Consideration Shares ). (c) (Board Changes) BNV will appoint two representatives of Dawine as directors of BNV. Two current directors of BNV will resign on settlement of the Acquisition. As at the date of this report the Company has received $679,000 from its $1.0m capital placement. The first tranche capital raising will assist Dawine in launching on the China market in the second half of These additional funds are required for the purchase and importation of wine and an initial spend on marketing the Dawine platform to our target audience in China and general working capital. Apart from the above, no other matters or circumstances have arisen, since the end of the period, which significantly affected, or may significantly affect, the operations of the Consolidated entity, the results of those operations, or the state of affairs of the Consolidated entity in subsequent financial years. 22